þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
|
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52-1990078
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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1020 Hull Street
Baltimore, Maryland 21230
|
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(410) 454-6428
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(Address of principal executive offices) (Zip Code)
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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þ
|
|
Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
|
¨
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PART I.
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|
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Item 1.
|
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Item 2.
|
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Item 3.
|
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Item 4.
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||
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PART II.
|
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Item 1.
|
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Item 1A.
|
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Item 2.
|
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Item 6.
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||
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March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
||||||
Assets
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
157,001
|
|
|
$
|
129,852
|
|
|
$
|
224,927
|
|
Accounts receivable, net
|
566,286
|
|
|
433,638
|
|
|
395,917
|
|
|||
Inventories
|
834,287
|
|
|
783,031
|
|
|
577,947
|
|
|||
Prepaid expenses and other current assets
|
211,209
|
|
|
152,242
|
|
|
169,722
|
|
|||
Deferred income taxes
|
—
|
|
|
—
|
|
|
65,966
|
|
|||
Total current assets
|
1,768,783
|
|
|
1,498,763
|
|
|
1,434,479
|
|
|||
Property and equipment, net
|
601,910
|
|
|
538,531
|
|
|
359,489
|
|
|||
Goodwill
|
588,895
|
|
|
585,181
|
|
|
595,492
|
|
|||
Intangible assets, net
|
73,217
|
|
|
75,686
|
|
|
87,075
|
|
|||
Deferred income taxes
|
92,230
|
|
|
92,157
|
|
|
14,104
|
|
|||
Other long term assets
|
93,089
|
|
|
75,652
|
|
|
53,899
|
|
|||
Total assets
|
$
|
3,218,124
|
|
|
$
|
2,865,970
|
|
|
$
|
2,544,538
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
||||||
Revolving credit facility, current
|
$
|
140,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accounts payable
|
184,243
|
|
|
200,460
|
|
|
252,051
|
|
|||
Accrued expenses
|
224,076
|
|
|
192,935
|
|
|
137,482
|
|
|||
Current maturities of long term debt
|
27,000
|
|
|
42,000
|
|
|
43,347
|
|
|||
Other current liabilities
|
30,581
|
|
|
43,415
|
|
|
15,339
|
|
|||
Total current liabilities
|
605,900
|
|
|
478,810
|
|
|
448,219
|
|
|||
Long term debt, net of current maturities
|
217,525
|
|
|
349,070
|
|
|
379,984
|
|
|||
Revolving credit facility, long term
|
550,000
|
|
|
275,000
|
|
|
250,000
|
|
|||
Other long term liabilities
|
103,382
|
|
|
94,868
|
|
|
81,809
|
|
|||
Total liabilities
|
1,476,807
|
|
|
1,197,748
|
|
|
1,160,012
|
|
|||
Commitments and contingencies (see Note 4)
|
|
|
|
|
|
||||||
Stockholders’ equity
|
|
|
|
|
|
||||||
Class A Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of March 31, 2016 and 2015; 183,141,109 shares issued and outstanding as of March 31, 2016, 181,646,468 shares issued and outstanding as of December 31, 2015 and 179,386,971 shares issued and outstanding as of March 31, 2015.
|
61
|
|
|
61
|
|
|
60
|
|
|||
Class B Convertible Common Stock, $0.0003 1/3 par value; 34,450,000 shares issued and outstanding as of March 31, 2016, 34,450,000 shares authorized, issued and outstanding as of December 31, 2015 and 36,150,000 shares authorized, issued and outstanding as of March 31, 2015.
|
12
|
|
|
11
|
|
|
12
|
|
|||
Class C Common Stock, $0.0003 1/3 par value; 400,000,000 shares authorized as of March 31, 2016 and 2015; 217,591,109 shares issued and outstanding as of March 31, 2016, 216,096,468 shares issued and outstanding as of December 31, 2015 and 215,536,971 shares issued and outstanding as of March 31, 2015.
|
73
|
|
|
72
|
|
|
72
|
|
|||
Additional paid-in capital
|
702,972
|
|
|
636,558
|
|
|
554,856
|
|
|||
Retained earnings
|
1,082,027
|
|
|
1,076,533
|
|
|
856,640
|
|
|||
Accumulated other comprehensive loss
|
(43,828
|
)
|
|
(45,013
|
)
|
|
(27,114
|
)
|
|||
Total stockholders’ equity
|
1,741,317
|
|
|
1,668,222
|
|
|
1,384,526
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
3,218,124
|
|
|
$
|
2,865,970
|
|
|
$
|
2,544,538
|
|
|
Three Months Ended March 31,
|
|
||||||
|
2016
|
|
2015
|
|
||||
Net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
|
Cost of goods sold
|
567,066
|
|
|
427,277
|
|
|
||
Gross profit
|
480,636
|
|
|
377,664
|
|
|
||
Selling, general and administrative expenses
|
445,753
|
|
|
349,997
|
|
|
||
Income from operations
|
34,883
|
|
|
27,667
|
|
|
||
Interest expense, net
|
(4,532
|
)
|
|
(2,210
|
)
|
|
||
Other income (expense), net
|
2,702
|
|
|
(1,840
|
)
|
|
||
Income before income taxes
|
33,053
|
|
|
23,617
|
|
|
||
Provision for income taxes
|
13,873
|
|
|
11,889
|
|
|
||
Net income
|
$
|
19,180
|
|
|
$
|
11,728
|
|
|
Net income available per common share
|
|
|
|
|
||||
Basic
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
Diluted
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
||||
Basic
|
433,626
|
|
|
429,394
|
|
|
||
Diluted
|
443,260
|
|
|
439,232
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
19,180
|
|
|
$
|
11,728
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
7,442
|
|
|
(12,829
|
)
|
||
Unrealized gain (loss) on cash flow hedge, net of tax of $(2,767) and $(65) for the three months ended March 31, 2016 and 2015.
|
(6,257
|
)
|
|
523
|
|
||
Total other comprehensive income (loss)
|
1,185
|
|
|
(12,306
|
)
|
||
Comprehensive income (loss)
|
$
|
20,365
|
|
|
$
|
(578
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income
|
$
|
19,180
|
|
|
$
|
11,728
|
|
Adjustments to reconcile net income to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
32,021
|
|
|
21,308
|
|
||
Unrealized foreign currency exchange rate (gains) losses
|
(11,248
|
)
|
|
21,416
|
|
||
Loss on disposal of property and equipment
|
384
|
|
|
227
|
|
||
Stock-based compensation
|
14,403
|
|
|
9,043
|
|
||
Deferred income taxes
|
2,724
|
|
|
4,049
|
|
||
Changes in reserves and allowances
|
12,657
|
|
|
5,792
|
|
||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(136,990
|
)
|
|
(127,439
|
)
|
||
Inventories
|
(45,958
|
)
|
|
(50,303
|
)
|
||
Prepaid expenses and other assets
|
(15,351
|
)
|
|
(39,899
|
)
|
||
Accounts payable
|
(976
|
)
|
|
40,066
|
|
||
Accrued expenses and other liabilities
|
8,627
|
|
|
(14,264
|
)
|
||
Income taxes payable and receivable
|
(47,748
|
)
|
|
(58,250
|
)
|
||
Net cash used in operating activities
|
(168,275
|
)
|
|
(176,526
|
)
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchases of property and equipment
|
(104,573
|
)
|
|
(68,619
|
)
|
||
Purchase of businesses, net of cash acquired
|
—
|
|
|
(539,109
|
)
|
||
Purchases of available-for-sale securities
|
(19,997
|
)
|
|
(10,424
|
)
|
||
Sales of available-for-sale securities
|
21,414
|
|
|
3,311
|
|
||
Purchases of other assets
|
—
|
|
|
(2,494
|
)
|
||
Net cash used in investing activities
|
(103,156
|
)
|
|
(617,335
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from revolving credit facility
|
415,000
|
|
|
250,000
|
|
||
Proceeds from term loan
|
—
|
|
|
150,000
|
|
||
Payments on term loan
|
(145,000
|
)
|
|
—
|
|
||
Payments on long term debt
|
(500
|
)
|
|
(7,355
|
)
|
||
Excess tax benefits from stock-based compensation arrangements
|
27,058
|
|
|
34,613
|
|
||
Proceeds from exercise of stock options and other stock issuances
|
3,954
|
|
|
2,922
|
|
||
Payments of debt financing costs
|
(1,258
|
)
|
|
(946
|
)
|
||
Net cash provided by financing activities
|
299,254
|
|
|
429,234
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(674
|
)
|
|
(3,621
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
27,149
|
|
|
(368,248
|
)
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
129,852
|
|
|
593,175
|
|
||
End of period
|
$
|
157,001
|
|
|
$
|
224,927
|
|
|
|
|
|
||||
Non-cash investing activities
|
|
|
|
||||
Decrease in accrual for property and equipment
|
(13,814
|
)
|
|
(195
|
)
|
||
Property and equipment acquired under build-to-suit leases
|
—
|
|
|
5,631
|
|
Level 1:
|
Observable inputs such as quoted prices in active markets;
|
|
|
Level 2:
|
Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
Level 3:
|
Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||||||||||||||||||||||||||
(In thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||
Available-for-sale securities
|
|
$
|
5,109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative foreign currency contracts (see Note 7)
|
|
—
|
|
|
(1,122
|
)
|
|
—
|
|
|
—
|
|
|
3,811
|
|
|
—
|
|
|
—
|
|
|
3,187
|
|
|
—
|
|
|||||||||
Interest rate swap contracts (see Note 7)
|
|
—
|
|
|
(4,282
|
)
|
|
—
|
|
|
—
|
|
|
(1,486
|
)
|
|
—
|
|
|
—
|
|
|
(2,535
|
)
|
|
—
|
|
|||||||||
TOLI policies held by the Rabbi Trust (see Note 6)
|
|
—
|
|
|
4,568
|
|
|
—
|
|
|
—
|
|
|
4,456
|
|
|
—
|
|
|
—
|
|
|
4,747
|
|
|
—
|
|
|||||||||
Deferred Compensation Plan obligations (see Note 6)
|
|
—
|
|
|
(6,084
|
)
|
|
—
|
|
|
—
|
|
|
(5,072
|
)
|
|
—
|
|
|
—
|
|
|
(4,798
|
)
|
|
—
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Unrealized foreign currency exchange rate gains (losses)
|
$
|
11,248
|
|
|
$
|
(21,416
|
)
|
Realized foreign currency exchange rate gains (losses)
|
597
|
|
|
6,341
|
|
||
Unrealized derivative gains (losses)
|
211
|
|
|
217
|
|
||
Realized derivative gains (losses)
|
(9,986
|
)
|
|
13,018
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands, except per share amounts)
|
2016
|
|
2015
|
||||
Numerator
|
|
|
|
||||
Net income
|
$
|
19,180
|
|
|
$
|
11,728
|
|
Denominator
|
|
|
|
||||
Weighted average common shares outstanding
|
433,626
|
|
|
429,394
|
|
||
Effect of dilutive securities
|
9,634
|
|
|
9,838
|
|
||
Weighted average common shares and dilutive securities outstanding
|
443,260
|
|
|
439,232
|
|
||
Earnings per share - basic
|
$
|
0.04
|
|
|
$
|
0.03
|
|
Earnings per share - diluted
|
$
|
0.04
|
|
|
$
|
0.03
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Net revenues
|
|
|
|
||||
North America
|
$
|
880,595
|
|
|
$
|
700,512
|
|
International
|
149,356
|
|
|
95,998
|
|
||
Connected Fitness
|
18,501
|
|
|
8,431
|
|
||
Intersegment eliminations
|
(750
|
)
|
|
—
|
|
||
Total net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Operating income (loss)
|
|
|
|
||||
North America
|
$
|
40,095
|
|
|
$
|
38,369
|
|
International
|
11,249
|
|
|
4,334
|
|
||
Connected Fitness
|
(16,461
|
)
|
|
(15,036
|
)
|
||
Total operating income
|
34,883
|
|
|
27,667
|
|
||
Interest expense, net
|
(4,532
|
)
|
|
(2,210
|
)
|
||
Other income (expense), net
|
2,702
|
|
|
(1,840
|
)
|
||
Income before income taxes
|
$
|
33,053
|
|
|
$
|
23,617
|
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Apparel
|
$
|
666,571
|
|
|
$
|
555,455
|
|
Footwear
|
264,246
|
|
|
160,966
|
|
||
Accessories
|
79,701
|
|
|
63,151
|
|
||
Total net sales
|
1,010,518
|
|
|
779,572
|
|
||
License revenues
|
19,433
|
|
|
16,938
|
|
||
Connected Fitness
|
18,501
|
|
|
8,431
|
|
||
Intersegment eliminations
|
(750
|
)
|
|
—
|
|
||
Total net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
•
|
changes in general economic or market conditions that could affect consumer spending;
|
•
|
changes to the financial health of our customers;
|
•
|
our ability to effectively manage our growth and a more complex global business;
|
•
|
our ability to successfully manage or realize expected results from acquisitions and other significant investments and capital expenditures;
|
•
|
our ability to effectively develop and launch new, innovative and updated products;
|
•
|
our ability to accurately forecast consumer demand for our products and manage our inventory in response to changing demands;
|
•
|
increased competition causing us to lose market share or reduce the prices of our products or to increase significantly our marketing efforts;
|
•
|
fluctuations in the costs of our products;
|
•
|
loss of key suppliers or manufacturers or failure of our suppliers or manufacturers to produce or deliver our products in a timely or cost-effective manner, including due to port disruptions;
|
•
|
our ability to further expand our business globally and to drive brand awareness and consumer acceptance of our products in other countries;
|
•
|
our ability to accurately anticipate and respond to seasonal or quarterly fluctuations in our operating results;
|
•
|
risks related to foreign currency exchange rate fluctuations;
|
•
|
our ability to effectively market and maintain a positive brand image;
|
•
|
our ability to comply with trade and other regulations;
|
•
|
the availability, integration and effective operation of information systems and other technology, as well as any potential interruption in such systems or technology;
|
•
|
risks related to data security or privacy breaches;
|
•
|
our ability to raise additional capital required to grow our business on terms acceptable to us;
|
•
|
our potential exposure to litigation and other proceedings; and
|
•
|
our ability to attract and retain the services of our senior management and key employees.
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
Cost of goods sold
|
567,066
|
|
|
427,277
|
|
||
Gross profit
|
480,636
|
|
|
377,664
|
|
||
Selling, general and administrative expenses
|
445,753
|
|
|
349,997
|
|
||
Income from operations
|
34,883
|
|
|
27,667
|
|
||
Interest expense, net
|
(4,532
|
)
|
|
(2,210
|
)
|
||
Other income (expense), net
|
2,702
|
|
|
(1,840
|
)
|
||
Income before income taxes
|
33,053
|
|
|
23,617
|
|
||
Provision for income taxes
|
13,873
|
|
|
11,889
|
|
||
Net income
|
$
|
19,180
|
|
|
$
|
11,728
|
|
|
Three Months Ended March 31,
|
||||
(As a percentage of net revenues)
|
2016
|
|
2015
|
||
Net revenues
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
54.1
|
%
|
|
53.1
|
%
|
Gross profit
|
45.9
|
%
|
|
46.9
|
%
|
Selling, general and administrative expenses
|
42.5
|
%
|
|
43.5
|
%
|
Income from operations
|
3.4
|
%
|
|
3.4
|
%
|
Interest expense, net
|
(0.4
|
)%
|
|
(0.3
|
)%
|
Other income (expense), net
|
0.2
|
%
|
|
(0.2
|
)%
|
Income before income taxes
|
3.2
|
%
|
|
2.9
|
%
|
Provision for income taxes
|
1.4
|
%
|
|
1.4
|
%
|
Net income
|
1.8
|
%
|
|
1.5
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Apparel
|
$
|
666,571
|
|
|
$
|
555,455
|
|
|
$
|
111,116
|
|
|
20.0
|
%
|
Footwear
|
264,246
|
|
|
160,966
|
|
|
103,280
|
|
|
64.2
|
%
|
|||
Accessories
|
79,701
|
|
|
63,151
|
|
|
16,550
|
|
|
26.2
|
%
|
|||
Total net sales
|
1,010,518
|
|
|
779,572
|
|
|
230,946
|
|
|
29.6
|
%
|
|||
License revenues
|
19,433
|
|
|
16,938
|
|
|
2,495
|
|
|
14.7
|
%
|
|||
Connected Fitness
|
18,501
|
|
|
8,431
|
|
|
10,070
|
|
|
119.4
|
%
|
|||
Intersegment eliminations
|
(750
|
)
|
|
—
|
|
|
(750
|
)
|
|
(100.0
|
)%
|
|||
Total net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
|
$
|
242,761
|
|
|
30.2
|
%
|
•
|
Apparel unit sales growth and new offerings in multiple lines led by training and golf; and
|
•
|
Footwear unit sales growth, led by running and basketball and the expansion of our footwear offerings internationally.
|
•
|
approximate 100 basis point decrease driven by increased liquidation as a result of our changing inventory management strategy, which we expect to continue during the first half of 2016 on a more limited basis; and
|
•
|
approximate 70 basis point decrease due to the strengthening of the U.S. dollar negatively impacting gross margins within our businesses outside of the United States.
|
•
|
approximate 60 basis point increase driven primarily by favorable product input costs in our North American and International businesses, which we expect to continue through 2016.
|
•
|
Marketing costs
increased
$14.9 million
to
$122.5 million
for the
three months ended March 31, 2016
from
$107.6 million
for the same period in
2015
. This increase was primarily due to key marketing campaigns and investments in sponsorships. As a percentage of net revenues, marketing costs
decreased
to
11.7%
for the
three months ended March 31, 2016
from
13.4%
for the same period in
2015
.
|
•
|
Other costs
increased
$80.9 million
to
$323.3 million
for the
three months ended March 31, 2016
from
$242.4 million
for the same period in
2015
. This increase was primarily due to higher personnel and other costs incurred for the continued expansion of our direct to consumer distribution channel, including increased costs related to retail stores, distribution facilities and our e-commerce business. As a percentage of net revenues, other costs
increased
to
30.9%
for the
three months ended March 31, 2016
from
30.1%
for the same period in
2015
.
|
|
Three Months Ended March 31,
|
|||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
$
|
880,595
|
|
|
$
|
700,512
|
|
|
$
|
180,083
|
|
|
25.7
|
%
|
International
|
149,356
|
|
|
95,998
|
|
|
53,358
|
|
|
55.6
|
%
|
|||
Connected Fitness
|
18,501
|
|
|
8,431
|
|
|
10,070
|
|
|
119.4
|
%
|
|||
Intersegment eliminations
|
(750
|
)
|
|
—
|
|
|
(750
|
)
|
|
(100.0
|
)%
|
|||
Total net revenues
|
$
|
1,047,702
|
|
|
$
|
804,941
|
|
|
$
|
242,761
|
|
|
30.2
|
%
|
|
Three Months Ended March 31,
|
|||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
North America
|
$
|
40,095
|
|
|
$
|
38,369
|
|
|
$
|
1,726
|
|
|
4.5
|
%
|
International
|
11,249
|
|
|
4,334
|
|
|
6,915
|
|
|
159.6
|
%
|
|||
Connected Fitness
|
(16,461
|
)
|
|
(15,036
|
)
|
|
(1,425
|
)
|
|
(9.5
|
)%
|
|||
Total operating income
|
$
|
34,883
|
|
|
$
|
27,667
|
|
|
$
|
7,216
|
|
|
26.1
|
%
|
|
Three Months Ended March 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(168,275
|
)
|
|
$
|
(176,526
|
)
|
Investing activities
|
(103,156
|
)
|
|
(617,335
|
)
|
||
Financing activities
|
299,254
|
|
|
429,234
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(674
|
)
|
|
(3,621
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
27,149
|
|
|
$
|
(368,248
|
)
|
•
|
a smaller increase in prepaid expenses and other assets of
$24.5 million
in the current period as compared to the prior period primarily due to a reduction in tax related balances; and
|
•
|
a larger increase in accrued expenses and other liabilities of
$22.9 million
in the current period compared to the prior period, primarily due to increased marketing and sponsorship accruals; offset by
|
•
|
a larger decrease in accounts payable of
$41.0 million
in the current period compared to the prior period, due to the timing of inventory payments.
|
|
UNDER ARMOUR, INC.
|
|
|
|
|
|
By:
|
/s/ L
AWRENCE
P. M
OLLOY
|
|
|
Lawrence P. Molloy
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
|
UNDER ARMOUR, INC.
|
||
|
|
|
|
|||
/s/ John P. Stanton
|
|
|
|
By:
|
/s/ Kevin A. Plank
|
|
Name: John P. Stanton
Title: Secretary
|
|
|
|
Name: Kevin A. Plank
Title: Chief Executive Officer
|
|
|
UNDER ARMOUR, INC.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John P. Stanton
|
|
|
|
|
Name: John P. Stanton
|
|
|
|
|
Title: Senior Vice President, General Counsel and Secretary
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE STOCKHOLDER
|
||
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Kevin A. Plank
|
||
|
|
Kevin A. Plank
|
|
/s/ K
EVIN
A. P
LANK
|
|
Kevin A. Plank
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
|
/s/ L
AWRENCE
P. M
OLLOY
|
|
Lawrence P. Molloy
|
|
Chief Financial Officer
|
|
/s/ K
EVIN
A. P
LANK
|
|
Kevin A. Plank
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
|
/s/ L
AWRENCE
P. M
OLLOY
|
|
Lawrence P. Molloy
|
|
Chief Financial Officer
|